INVESTOR QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT
VYSTAR
CORPORATION
INVESTOR
QUESTIONNAIRE
AND
This
Investor Questionnaire and Subscription Agreement is to be completed by all
Investors seeking to purchase shares of Common Stock and Warrants (the
“Securities”) of Vystar Corporation, a Georgia corporation (the
“Company”). The following information is needed in order to determine
(i) whether an investment in the Securities is a suitable investment for the
Investor, (ii) to ensure compliance with the requirements of the Securities Act
of 1933, as amended (the “Securities Act”) and state securities laws and (iii)
to determine whether the undersigned is an accredited investor. The
undersigned understands that the Company will rely upon the information
contained herein for purposes of such determination.
The
undersigned also understands and agrees that, although the Company will use its
best efforts to keep the information provided in the answers to this Investor
Questionnaire and Subscription Agreement strictly confidential, the Company may
present this questionnaire, and the information provided in answers to it, to
such parties as it deems advisable if called upon to establish the availability
under any federal or state securities laws of an exemption from registration of
a private placement or if the contents hereof are relevant to any issue in any
investigation, action, suit or proceeding to which the Company is a party or by
which it is or may be bound.
If
the answer to any questions below is “none” or “not applicable,” please so
indicate. If you have any questions concerning the definitions or
statutory references used in this Investor Questionnaire and Subscription
Agreement, please contact our counsel, ▇▇▇▇▇ ▇▇▇▇▇▇ at (▇▇▇)
▇▇▇-▇▇▇▇.
I.INDIVIDUAL
INVESTORS
(Investors
other than Individuals should turn to Page 4)
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1.
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Personal.
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Name
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| Additional Investor (i.e., joint tenant, tenant in common, community property holder) |
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Residence
Address
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Home
Telephone
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Date
of Birth
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Social
Security Number
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Employer
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Business
Address
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Business
Telephone
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Occupation
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Citizenship
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2.
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Joint
Ownership.
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| Complete for Tenants in Common, Joint Tenants and Community Property held in two names ONLY if the information differs from that given above: | ||
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Residence
Address
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Home
Telephone
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Date
of Birth
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Social
Security Number
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Employer
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Business
Address
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Business
Telephone
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Occupation
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Citizenship
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| 3. | Accredited Investor Status. | |
| I am an “Accredited Investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act by virtue of meeting the standard(s) that I have initialed below: | ||
| (Please initial, in the space provided, the statements(s) applicable to you.) | ||
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____
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a.
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I
am a director or executive officer of the
Company.
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or
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____
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b.
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I
have, or my spouse and I jointly have, a net worth in excess of
$1,000,000.
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or
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____
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c.
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I
have had an individual annual income (exclusive of my spouse’s income,
regardless of whether this is a joint investment with my spouse) in excess
of $200,000, or joint annual income with my spouse in excess of $300,000,
in each of the two most recent years and reasonably expect to reach the
same income level this
year.
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If none
of these statements are applicable to you, please check
here _________.
IF
YOU ARE AN INDIVIDUAL INVESTOR, PLEASE TURN TO PAGE 6 OF THIS INVESTOR
QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT.
II.
NON-INDIVIDUAL
INVESTORS
(Please
answer Part II only if the purchase is proposed to be undertaken by a
corporation, partnership, trust or other entity.)
IF
INVESTMENT WILL BE MADE BY MORE THAN ONE AFFILIATED ENTITY, PLEASE COMPLETE A
COPY OF THIS INVESTOR QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT FOR EACH
ENTITY.
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1.
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Identification.
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Name
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(Exact
name as it will appear on stock
certificate)
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Address
of Principal
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Place
of Business
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Jurisdiction
of Formation
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Or
Incorporation
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Contact
Person
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Telephone
Number
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Federal
Employer Identification No.
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Type
of Entity
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______
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Limited
Partnership
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General
Partnership
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Corporation
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Revocable Trust (in Attachment A,
identify each grantor, and indicate under which circumstances the trust is
revocable by the grantor)1
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Other
Type of Trust (indicate type of trust and, for trusts other than pension
trusts, name the grantors and beneficiaries in Attachment
A)
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Other
form of organization (indicate form of organization
below)
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____________
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1
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Each individual who invests through a revocable trust must
complete the Individual Investor section of thisInvestor Questionnaire and
Subscription Agreement.
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Was the
entity formed for the purpose of this investment?
Yes
________ No
________
If the
answer is yes, all shareholders, partners or other equity owners must answer
Part I of this Investor Questionnaire and Subscription Agreement. If
the above answer is no, please continue completing this form.
2. Business.
Please
check the appropriate box to indicate which of the following categories is
applicable to you:
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[ ]
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Any
organization described in Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended, corporation, Massachusetts or similar business trust
or partnership, not formed for the specific purposes of acquiring
securities of the Company, with total assets in excess of
$5,000,000;
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a
private business development company as defined in Section 202(a)(22) of
the Investment Advisers Act of
1940;
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a
Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958;
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an
investment company registered under the Investment Company Act of 1940 or
a business development company as defined in Section 2(a)(48) of that
act;
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a
bank as defined in Section 3(a)(2) of the Securities Act or a savings and
loan association or other institution defined in Section 3(a)(5)(A) of the
Securities Act, acting in either an individual or fiduciary
capacity;
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an
insurance company as defined in Section 2(13) of the Securities
Act;
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an
employee benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974 whose investment decision is made
by a fiduciary which is either a bank, savings and loan association,
insurance company, or registered investment advisor, or whose total
assets exceed $5,000,000, or, if a self-directed plan, a plan whose
investment decisions are made solely by persons who are accredited
investors;
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an
entity in which all of the equity owners are accredited
investors;
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Any
trust, with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the securities offered by the Company, whose
purchase is directed by a sophisticated person (as described in Rule
506(b)(2)(ii) promulgated under the Securities
Act).
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Other. Describe:
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III.
ADDITIONAL
REPRESENTATIONS
THE
INVESTOR, BY SIGNING THIS INVESTOR QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT,
WILL BE DEEMED TO HAVE MADE ALL REPRESENTATIONS AND WARRANTIES CONTAINED IN
PARAGRAPHS 1 THROUGH 11 BELOW.
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1.
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The
Investor acknowledges that: (a) the Investor has been provided with
information concerning the Company and has had an opportunity to ask
questions and to obtain such additional information concerning the Company
as the Investor deems necessary in connection with the Investor’s
acquisition of the Securities; (b) information with respect to existing
business and historical operating results of the Company and estimates and
projections as to future operations involve significant subjective
judgment and analysis, which may or may not be correct; (c) the Company
cannot, and does not, make any representation or warranty as to the
accuracy of the information concerning the past or future results of the
Company.
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2.
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The
Investor has sought such accounting, legal and tax advice as the Investor
considered necessary to make an informed investment
decision. The Investor is experienced in investment and
business matters and is aware of and can afford the risks of making such
an investment, including the risk of losing the Investor’s entire
investment.
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3.
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The
Securities to be acquired by the Investor will be acquired solely by and
for the account of the Investor for investment and are not being purchased
for resale or distribution. The Investor has no contract,
undertaking, agreement or arrangement with any person to sell, transfer or
pledge to such person or anyone else any of the Securities (or any portion
thereof or interest therein) which the Investor will acquire and the
Investor has no present plans or intentions to enter into any such
contract, undertaking, agreement or arrangement. The financial
condition of the Investor is such that the Investor has no need for
liquidity with respect to the Investor’s investment in the Securities and
no need to dispose of any portion of the Securities to satisfy any
existing or contemplated undertaking or indebtedness; and the overall
commitment by the Investor to investments which are not readily marketable
is not disproportionate to the Investor’s net worth and will not become
excessive as a result of investment in the
Securities.
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4.
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The
Investor understands that the Company has no obligation or intention to
register the Securities under any U.S. federal or state securities act or
law or the securities act or law of any other
jurisdiction.
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5.
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The
Investor understands, represents, warrants and agrees that the Investor’s
Securities are not transferable, that the Investor will not, directly or
indirectly, sell, assign, convey, hypothecate or otherwise transfer the
Investor’s Securities (or any portion thereof or interest therein) and
that violation of the foregoing will cause such transfer to be void and
need not be recognized by the
Company.
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6.
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The
Investor warrants that the Investor has knowledge and experience in
financial, investment and business matters and that the Investor is
capable of evaluating the merits and risks of an investment in the
Securities.
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7.
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The
Investor acknowledges that no representations or agreements have been made
to the Investor with respect to the purchase of the
Securities.
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8.
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The
Investor expressly acknowledges
that:
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(a)
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No
federal, state or other governmental agency has passed upon the adequacy
or accuracy or the information concerning the Company or made any finding
or determination as to the fairness of the investment, or any
recommendation or endorsement of the Securities as an
investment.
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(b)
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The
Investor is not dependent upon a current cash return with respect to the
Investor’s investment in the Securities, and the Investor understands that
distributions are not required to be made and that returns on an
investment in the Securities may not be realized for
years.
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(c)
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The
Securities are being offered and sold to prospective purchasers directly,
and neither the Company nor any person acting on behalf of the Company has
offered to sell the Securities to the Investor by means of any form of
general solicitation or advertising, such as media advertising or public
seminars.
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9.
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The
Investor (i) if an individual, is at least 21 years of age; (ii) if a
partnership, is comprised of partners all of whom are at least 21 years of
age; and (iii) if a corporation, partnership, trust or other like entity,
is authorized and otherwise duly qualified to purchase and hold the
Securities. The Investor has duly authorized, executed and
delivered this Investor Questionnaire and Subscription Agreement and
understands that the Company is not obligated to accept this Investor
Questionnaire and Subscription Agreement and that this Investor
Questionnaire and Subscription shall be valid and binding on the Company
only upon acceptance by the
Company.
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10.
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The
Investor certifies under penalties of perjury that (i) the Investor’s
taxpayer identification number (social security number for an individual
Investor) as set forth herein is correct; (ii) the Investor’s home address
(in the case of an individual) or principal place of business (in the case
of an entity) as set forth herein is correct; and (iii) the Investor is
not subject to backup withholding either because the Investor has not been
notified by the Internal Revenue Service (“IRS”) that the Investor is
subject to backup withholding as a result of a failure to report all
interest or dividends, or because the Investor has been notified by the
IRS that the Investor is no longer subject to backup
withholding. If the Investor is subject to backup withholding,
Investor should cross through clause (iii) and check the following
box: o
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IV.
GENERAL
REPRESENTATION
The
undersigned represents that the information contained herein is complete and
accurate and may be relied upon by the Company in complying with its obligations
under applicable securities laws. Consequently, the undersigned
hereby agrees to notify the Company forthwith of any changes in the information
contained herein.
[Signatures
on the following page]
IN
WITNESS WHEREOF, I have executed this Investor Questionnaire and Subscription
Agreement as Investor this ___ day of ________, 2009.
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Name
of Investor (Please Print)
By:
_____________________________
Signature of Investor
Title:
_____________________________
Number
of Securities Subscribed:
__________
shares of Common Stock (and accompanying warrants to purchase one share of
Common Stock at the rate of one (1) warrant for each two (2) shares of
Common Stock subscribed) at $1.00 per
share.
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Accepted
this ____ day of __________, 2009:
Vystar
Corporation
By:
____________________________
Attachment
A
I. REVOCABLE
TRUSTS
1. Identify
each grantor:
2. Circumstances
under which the trust is revocable by the grantor(s).
II. OTHER
TRUSTS
1. Type
of trust:
2. For
trusts other than pension trusts, identify each grantor and
beneficiary:
Grantor(s):
Beneficiary(ies):